                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-729)

As used in this article:
		&#8220;Affiliate&#8221; means a person who directly or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with another person or is a senior executive officer of such person. For
purposes of subdivision B 4 of § 13.1-730, a person is deemed to be an
affiliate of its senior executives.
		&#8220;Beneficial shareholder&#8221; means a person who is the beneficial
owner of shares held in a voting trust or by a nominee on the beneficial
owner&#8217;s behalf.
		&#8220;Corporation&#8221; means the domestic corporation that is the issuer of
the shares held by a shareholder demanding appraisal and, for matters covered by
§§ 13.1-734 through 13.1-740, includes the survivor in a merger.
		&#8220;Fair value&#8221; means the value of the corporation&#8217;s shares
determined:

1. Immediately before the effectiveness of the corporate action to which the
shareholder objects;

2. Using customary and current valuation concepts and techniques generally
employed for similar businesses in the context of the transaction requiring
appraisal; and

3. Without discounting for lack of marketability or minority status except, if
appropriate, for amendments to the articles of incorporation pursuant to
subdivision A 5 of &#xA7; 13.1-730.
			&#8220;Interest&#8221; means interest from the date the corporate action
becomes effective until the date of payment, at the average rate currently paid
by the corporation on its principal bank loans or, if none, at a rate that is
fair and equitable under all the circumstances.
			&#8220;Interested transaction&#8221; means a corporate action described in
subsection A of &#xA7; 13.1-730, other than a merger pursuant to &#xA7; 13.1-719
or 13.1-719.1, involving an interested person in which any of the shares or
assets of the corporation are being acquired or converted. As used in this
definition:

1. &#8220;Beneficial owner&#8221; means any person who, directly or indirectly,
through any contract, arrangement, or understanding, other than a revocable
proxy, has or shares the power to vote, or to direct the voting of, shares;
except that a member of a national securities exchange is not deemed to be a
beneficial owner of securities held directly or indirectly by it on behalf of
another person solely because the member is the record holder of the securities
if the member is precluded by the rules of the exchange from voting without
instruction on contested matters or matters that may affect substantially the
rights or privileges of the holders of the securities to be voted. When two or
more persons agree to act together for the purpose of voting their shares of the
corporation, each member of the group formed thereby is deemed to have acquired
beneficial ownership, as of the date of the agreement, of all voting shares of
the corporation beneficially owned by any member of the group.

2. &#8220;Interested person&#8221; means a person, or an affiliate of a person,
who at any time during the one-year period immediately preceding approval by the
board of directors of the corporate action:
			a. Was the beneficial owner of 20 percent or more of the voting power of the
corporation, excluding any shares acquired pursuant to an offer for all shares
of the corporation having voting power if the offer was made within one year
prior to the corporate action for consideration of the same kind and of a value
equal to or less than that paid in connection with the corporate action;
			b. Excluding the voting power of any shares of the corporation acquired
pursuant to an offer for all shares having voting power if the offer was made
within the previous one year for consideration of the same kind and of a value
equal to or less than that paid in connection with the corporate action, had the
power, contractually or otherwise, to cause the appointment or election of 25
percent or more of the directors to the board of directors of the corporation;
or
			c. Was a senior executive officer or director of the corporation or a senior
executive officer of any affiliate of the corporation, and that senior executive
officer or director will receive, as a result of the corporate action, a
financial benefit not generally available to other shareholders as such, other
than:

   1. Employment, consulting, retirement, or similar benefits established
   separately and not as part of or in contemplation of the corporate action;

   2. Employment, consulting, retirement, or similar benefits established in
   contemplation of, or as part of, the corporate action that are not more
   favorable than those existing before the corporate action or, if more
   favorable, that have been approved on behalf of the corporation in the same
   manner as is provided in &#xA7; 13.1-691; or

   3. In the case of a director of the corporation who will, in the corporate
   action, become a director of the acquiring entity in the corporate action or
   one of its affiliates, rights and benefits as a director that are provided on
   the same basis as those afforded by the acquiring entity generally to other
   directors of such entity or such affiliate.
   				&#8220;Preferred shares&#8221; means a class or series of shares whose
   holders have preference over any other class or series of shares with respect
   to distributions.
   				&#8220;Senior executive&#8221; means the chief executive officer, chief
   operating officer, chief financial officer and anyone in charge of a principal
   business unit or function.
   				&#8220;Shareholder&#8221; means a record shareholder, a beneficial
   shareholder, and a voting trust beneficial owner.

HISTORY: 1985, c. 522; 1992, c. 575; 2005, c. 765; 2007, c. 165; 2019, c. 734.